ISSI Shareholders Vote for China's Uphill to End Bidding War

The Milpitas, Calif., chip maker was the subject of a bidding war between the Chinese investor consortium and Cypress Semiconductor.

NEW YORK (The Deal) -- A nearly two-month bidding war for Integrated Silicon Solution (ISSI) has crossed the finish line as the chip maker's shareholders signaled their support for a tie-up with China's Uphill Investment Co.

ISSI announced on Monday after the markets closed that its shareholders had approved an acquisition by Uphill for $23 per share in cash, or about $730.5 million.

The Milpitas, Calif., semiconductor company said it expected the deal would close in the third quarter following satisfaction of conditions of the acquisition agreement, including the restructuring of ISSI's operations in Taiwan and approval from the Committee on Foreign Investment in the United States.

Sources previously had said they believed the Uphill transaction would allow ISSI co-founder and executive chairman, Jimmy Lee, to stay on board.

With the green light from shareholders, an eight-week bidding war draws to a close. ISSI agreed in March to be acquired for $19.25 per share, or about $611.4 million, by the consortium of Chinese investors in the midst of an activist campaign from Starboard Value LP. Cypress Semiconductor (CY) then launched a spoiler bid of $19.75 in May, and a heated battle ensued.

Cypress on Friday put forth its "best and final offer" for its smaller peer -- $22.60 per share, a bid that still didn't trump Uphill's proposal of $23 per share made three days earlier. San Jose, Calif.-based Cypress, which has a $4 billion market capitalization, gave ISSI the last punch last week by asserting that while it still could be interested in acquiring ISSI should the Uphill transaction be delayed or fail to close, its offer would be much lower than $22.60 per share.